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Articles 1 - 24 of 24
Full-Text Articles in Business Law, Public Responsibility, and Ethics
Impact Measurement And Standards, Angeline Chua, Hao Liang, Wanyi Yang
Impact Measurement And Standards, Angeline Chua, Hao Liang, Wanyi Yang
Research Collection Lee Kong Chian School Of Business
Despite rapid economic growth and increasing interest in impact investment worldwide, less attention has been paid to the question of whether this growth is sustainable for people and the planet. In an ideal scenario, growth would happen within planetary and social boundaries. However, current financial value is often prioritised and achieved at cost to society and the environment. For example, small farmers in Indonesia have long practised slash-and-burn agriculture, and in recent decades large companies have industrialised the practice. The peatland blazes in Indonesia release smoke and large amounts of greenhouse gases, which impact both Indonesia itself, and neighbouring countries …
The “Value” Of A Public Benefit Corporation, Jill E. Fisch, Steven Davidoff Solomon
The “Value” Of A Public Benefit Corporation, Jill E. Fisch, Steven Davidoff Solomon
All Faculty Scholarship
We examine the “value” a PBC form provides for publicly-traded corporations. We analyze the structure of the PBC form and find that other than requiring a designated social purpose it does not differ significantly in siting control and direction with shareholders. We also examine the purpose statements in the charters of the most economically significant PBCs. We find that, independent of structural limitations on accountability, these purpose statements are, in most cases, too vague and aspirational to be legally significant, or even to serve as a reliable checks on PBC behavior. We theorize, and provide evidence, that without a legal …
Why We Need A Theory Of Stakeholder Governance - And Why This Is A Hard Problem, John Amis, Jay Barney, Joseph T. Mahoney, Heli Wang
Why We Need A Theory Of Stakeholder Governance - And Why This Is A Hard Problem, John Amis, Jay Barney, Joseph T. Mahoney, Heli Wang
Research Collection Lee Kong Chian School Of Business
Corporate governance is an important topic for both scholars and practicing managers. To date, most work on this subject has focused on how to resolve potential conflicts of interest between a firm’s senior managers and its shareholders in how firms create and distribute economic value. Work on using governance to resolve possible conflicts between senior managers and shareholders has largely developed separately from governance questions focused on the broader relationships between a firm and its multiple stakeholders.This is ironic since some of the earliest work on agency theory conceptualized a firm as “a nexus for a set of contracting relationships …
Covid-19 And Japanese Shareholder Activism: Brief Respite For Japan's Self-Healing Concrete, Toru Yoshikawa, Gavin Chua
Covid-19 And Japanese Shareholder Activism: Brief Respite For Japan's Self-Healing Concrete, Toru Yoshikawa, Gavin Chua
Research Collection Lee Kong Chian School Of Business
Extrapolating from modern international understanding of corporate Japan’s distinct form of managerial capitalism, we elaborate on the growing momentum of shareholder activism in Japan leading up to the COVID-19 health crisis, so as to inform the subsequent discussion on the relevant primary considerations that belie the future direction of shareholder activism in Japan post-COVID-19. On an initial logical extrapolation, it appears probable that COVID-19 could mark the peak of Japanese activism. However, it is crucial to acknowledge that the success of Japan’s managerial capitalism have also declined, which poses a question on to which direction Japanese corporate governance may be …
Political Ideology Of The Board And Ceo Dismissal Following Financial Misconduct, Uisung Park, Warren Boeker, David Gomulya
Political Ideology Of The Board And Ceo Dismissal Following Financial Misconduct, Uisung Park, Warren Boeker, David Gomulya
Research Collection Lee Kong Chian School Of Business
Why do some boards refuse to take serious action against CEOs who have committed financial misconduct? Past work has directed attention to the antecedents of misconduct while largely overlooking this question. The relatively few studies to examine it have typically revolved around the capacity of boards to take action, or their relationships to their CEOs. This study instead examines how the beliefs and values held by board members can influence their actions following financial misconduct. Focusing on political ideology, we argue and find that politically conservative boards are more likely to respond by dismissing the CEO than are liberal boards. …
How Do Board Ties Affect The Adoption Of New Practices? The Effects Of Managerial Interest And Hierarchical Power, Toru Yoshikawa, Jung Wook Shim, Chang Hyun Kim, Anja Tuschke
How Do Board Ties Affect The Adoption Of New Practices? The Effects Of Managerial Interest And Hierarchical Power, Toru Yoshikawa, Jung Wook Shim, Chang Hyun Kim, Anja Tuschke
Research Collection Lee Kong Chian School Of Business
Research Question/Issues: Most extant literature implicitly equates obtaining information through board interlocks to acting on the information. We investigate triggers that help to translate the information into action. In addition to exposure to the information by board interlocks, we suggest that the self-interest of the individuals who create these ties and hierarchical power of interlinked firms determines the likelihood of taking actions of adopting new practices. Research Findings/Insights: Using the action of adopting two distinctive governance practices, stock option pays or board reform, we find that sent ties and received ties affect the adoption decisions differently. Whereas sent ties reflect …
Public Governance, Corporate Governance, And Firm Innovation: An Examination Of State-Owned Enterprises, Nan Jia, Kenneth G. Huang, Cyndi Man Zhang
Public Governance, Corporate Governance, And Firm Innovation: An Examination Of State-Owned Enterprises, Nan Jia, Kenneth G. Huang, Cyndi Man Zhang
Research Collection Lee Kong Chian School Of Business
We examine how corporate and public governance shape an important type moral hazard in innovation which is that agents pursuing the quantity of innovation at the expense of the novelty. We theorize that both better corporate governance tools that regulate agents (including better alignment of agents’ private incentives and stronger monitoring), and higher-quality public governance that regulates the principals of state-owned enterprises (SOEs) reduce this moral hazard. Furthermore, we argue that higher-quality political governance enhances the functioning of better corporate governance tools in further reducing this moral hazard in innovation, thus creating interdependence. We test our theory in the context …
When Elites Forget Their Duties: The Double-Edged Sword Of Prestigious Directors On Boards, Jana Oehmichen, Daniel Braun, Michael Wolff, Toru Yoshikawa
When Elites Forget Their Duties: The Double-Edged Sword Of Prestigious Directors On Boards, Jana Oehmichen, Daniel Braun, Michael Wolff, Toru Yoshikawa
Research Collection Lee Kong Chian School of Business
Previous research indicates that the performance effect of prestigious directors is ambiguous. Our study addresses this issue by integrating the theoretical lens of board capital and the institutional perspective. We argue that prestigious directors can bring benefits as well as costs. We claim that the emergence of these costs depends on the institutional context, specifically the institutional characteristics of the country's corporate elite circle which is characterized by the elite cohesion and the elite exclusiveness. Our empirical results with a 15-country sample covering the period of 2005 to 2014 provide evidence for the overall existence of a positive performance effect …
Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan
Journal of Business & Technology Law
No abstract provided.
The Effects Of The Environment And Corporate Governance On Illegal Cartel Activity, David Kunsch
The Effects Of The Environment And Corporate Governance On Illegal Cartel Activity, David Kunsch
Electronic Thesis and Dissertation Repository
Illegal corporate activity, including the price fixing activity of two or more firms through cartels, costs the global economy billions of dollars a year, yet its causes are neither well studied nor well understood in organizational literature. This thesis explores possible external and internal antecedents of illegal cartel activity through the management lenses of resource dependency theory and agency theory and the criminological theory of anomie in the examination of the research question “Why do corporations engage in illegal activity?” I posit that illegal international cartel activity is influenced by the environment in which the organization finds itself, moderated by …
Corporate Governance: Principles And Issues, Donald Nordberg
Corporate Governance: Principles And Issues, Donald Nordberg
Donald Nordberg
This paper is the first chapter of a book published by Sage Publications examining the principles considered in contesting theories of the field, and then the issues facing boards of directors in dealing with matters within the board, between boards and owners, between different types of owners, and then with the wider public. Taking a global outlook, the book also explores the role and limitations of transparency as a method of accountability before returning to the many unresolved questions in a field with an unsettled and perhaps unsettling future. This first chapter sets the stage with discussion of Lehman Brothers …
La Riforma Del Controllo Contabile Delle Societa’ In Italia: “Schede Di Lettura” Del Decreto Legislativo 39/2010 In Tema Di Svolgimento Della Revisione Legale Dei Conti, Claudio Sottoriva
La Riforma Del Controllo Contabile Delle Societa’ In Italia: “Schede Di Lettura” Del Decreto Legislativo 39/2010 In Tema Di Svolgimento Della Revisione Legale Dei Conti, Claudio Sottoriva
Claudio Sottoriva
Il contributo offre una prima lettura delle novità apportate dal Decreto Legislativo n. 39/2010 attuativo della Direttiva 2006/43/CE, relativa alle revisioni legali dei conti annuali e dei conti consolidati. La disciplina dello svolgimento della attività di revisione legale dei conti trova quindi ora riferimenti normativi nelle norme del Codice Civile e in alcune norme speciali (principalmente nel T.U.F.) nonché per quanto non diversamente disciplinato nel Decreto 39/2010. La disciplina è destinata a trovare completamento con l'emanazione di specifici regolamenti attuativi del Decreto da parte del Ministero dell'Economia e delle finanze nonché da altre Autorità (Consob, Banca d'Italia, etc.). L'analisi consente …
Review Essay: Disagreeing About The Climate, Donald Nordberg
Review Essay: Disagreeing About The Climate, Donald Nordberg
Donald Nordberg
This paper is an early draft of a review essay that subsequently appeared in the journal Business and Society in 2010. The science concerning climate change is clear, both sides of the argument agree. What they don't agree about is what that clarity means. Each side considers the matter settled, and their points of view unsettle each attempt to make public policy. Mike Hulme, director of the Tyndall Centre for Climate Change Research at the University of East Anglia, thinks the reasons for the persistent differences lies in the complex ways we see and use climate change as a totem …
Change And Continuity In Japanese Corporate Governance, Toru Yoshikawa, Jean Mcguire
Change And Continuity In Japanese Corporate Governance, Toru Yoshikawa, Jean Mcguire
Research Collection Lee Kong Chian School Of Business
Previous studies on Japanese corporate governance were largely based on the agency theory framework, and can be seen as attempts to understand the unique monitoring mechanisms in the Japanese context. This paper briefly reviews prior research and then discusses the recent changes in the environment that have been affecting Japanese corporate governance. Our central argument is that there is both change and continuity in Japanese Corporate Governance. We also present emerging research from an institutional theory perspective. In this line of research, corporate governance is treated as part of a nation’s institutional framework and hence, researchers need to understand unique …
Some Are More Equal: The Politics Of Shareholder Activism, Donald Nordberg
Some Are More Equal: The Politics Of Shareholder Activism, Donald Nordberg
Donald Nordberg
This paper is an early draft of a chapter in the book Corporate Governance: A Synthesis of Theory, Research, and Practice (H. Kent Baker and Ronald Anderson, eds.) published by Wiley in 2010. Shareholder activism is an exercise of power, sometime benign, sometimes threatening to the interests of corporate management, boards and other shareholders. The complexity of these combinations helps to understand how difficult it is for directors to operate in shareholders' interest. What we see, particularly in relation to the growth of hedge-fund activism, is greater dispersion of shareholder interests and growing questions about the legitimacy of how those …
Japanese Corporate Governance: Structural Change And Financial Performance, Asli M. Colpan, Toru Yoshikawa, Takashi Hikino, Hiroaki Miyoshi
Japanese Corporate Governance: Structural Change And Financial Performance, Asli M. Colpan, Toru Yoshikawa, Takashi Hikino, Hiroaki Miyoshi
Research Collection Lee Kong Chian School Of Business
This paper analyzes institutional and legal changes related to corporate governance and their impact on financial performance in Japan since the second half of the 1990s. We attempt to address two issues systematically: (1) how much the governance reforms of Japanese firms transformed the conventional system of alliance capitalism and managerial control; and (2) what economic outcomes those governance changes have yielded. As the Commercial Code and other legal and institutional frameworks were revised, Japanese firms experienced shifts in terms of stock ownership, corporate control and managerial organizations. Our empirical results show that the influence of new ownership composition and …
Corporate Governance Reform As Institutional Innovation: The Case Of Japan, Toru Yoshikawa, Lai Si Tsui-Auch, Jean Mcguire
Corporate Governance Reform As Institutional Innovation: The Case Of Japan, Toru Yoshikawa, Lai Si Tsui-Auch, Jean Mcguire
Research Collection Lee Kong Chian School Of Business
To address the convergence-divergence debate in corporate governance, we conduct a multiple-case, multiple-level study to analyze the diffusion of governance innovation in Japan. We argue that Japanese systems of corporate governance neither fully converge to, nor completely diverge from, the Anglo-American model. Rather, Sony-the pioneer of corporate governance reforms-and its followers selectively adopted features from this model, decoupled them from the original context, and tailored them to fit to their own situations to generate governance innovation. However, we find that the spread of innovation across firms and institutional levels is far from linear and straightforward, and that other well-regarded firms …
News And Corporate Governance: What Dow Jones And Reuters Teach Us About Stewardship, Donald Nordberg
News And Corporate Governance: What Dow Jones And Reuters Teach Us About Stewardship, Donald Nordberg
Donald Nordberg
This paper in an early draft of an article that appeared in Journalism: Theory, Practice and Criticism in 2007. The outcomes of near simultaneous bids for the news organizations Reuters Group plc and Dow Jones & Co. Inc. in 2007 hinged on mechanisms of corporate governance put in place at each company to protect the integrity and independence of the editorial operations. Neither company is a particularly model of good governance, since the restrictions – super-voting shares at DJ, veto-power by the trustees of the Founders Share Company at Reuters – almost completely rule out an open market for corporate …
The Ethics Of Corporate Governance, Donald Nordberg
The Ethics Of Corporate Governance, Donald Nordberg
Donald Nordberg
This paper is an early draft of an article that appeared in the Journal of General Management in 2008. How should corporate directors determine what is the "right" decision? For at least the past 30 years the debate has raged as to whether shareholder value should take precedence over corporate social responsibility when crucial decisions arise. Directors face pressure, not least from "ethical" investors, to do the "good" thing when they seek to make the "right" choice. Corporate governance theory has tended to look to agency theory and the need of boards to curb excessive executive power to guide directors' …
Rebalancing The Board's Agenda, Donald Nordberg
Rebalancing The Board's Agenda, Donald Nordberg
Donald Nordberg
This paper is a draft of an article published in the Journal of General Management in 2007. Since the corporate governance scandals of 2001 and 2002, the work of boards of directors has been dominated by board processes and compliance, with a corresponding reduction in the emphasis on value creation. This discussion paper proposes a model for board activities and raises questions about how they can be rebalanced to provide greater emphasis on the board's strategic advisory role. It also looks at European governance issues, including the role of dual boards.
Strategic Investments In Japanese Corporations: Do Foreign Portfolio Owners Foster Underinvestment Or Appropriate Investment?, Parthiban David, Toru Yoshikawa, Murali D. R. Chari, Abdul A. Rasheed
Strategic Investments In Japanese Corporations: Do Foreign Portfolio Owners Foster Underinvestment Or Appropriate Investment?, Parthiban David, Toru Yoshikawa, Murali D. R. Chari, Abdul A. Rasheed
Research Collection Lee Kong Chian School Of Business
This paper investigates the effect of foreign ownership on strategic investments in Japanese corporations. Foreign owners are typically portfolio investors who frequently buy and sell shares and hold diversified portfolios of small stakes in many firms. Prior research has presented two conflicting perspectives on the role of such investors: (a) their frequent trading leads to pressure for short-term returns that fosters underinvestment; (b) their active trading fosters appropriate investments. We investigated the relationship between foreign ownership and strategic investments using dynamic panel data analysis of a sample of 146 Japanese manufacturing firms from 1991 to 1997. We found that foreign …
The Impact Of Ownership Structure On Wage Intensity In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan, Parthiban David
The Impact Of Ownership Structure On Wage Intensity In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan, Parthiban David
Research Collection Lee Kong Chian School Of Business
The authors studied the effect of ownership structure on human capital investments as indicated by wage intensity, defined as the ratio of expenditure on employee wages to sales, in a sample of 996 Japanese manufacturing firms during their economic recession of 1998-2002. They found that domestic shareholders, with interests beyond financial considerations, enhance wage intensity, especially when performance is low, and thereby safeguard human capital investments. Foreign shareholders with sole interest in financial returns have an opposite effect; they reduce wage intensity when firm performance is low.
The Effects Of Ownership And Capital Structure On Board Composition And Strategic Diversification In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan
The Effects Of Ownership And Capital Structure On Board Composition And Strategic Diversification In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan
Research Collection Lee Kong Chian School Of Business
The board of directors plays an important role in solving the agency problem between shareholders and management. This paper investigates the relationships between ownership and board structure with the diversification strategy of large Japanese firms. The results show that corporate nominee directors are associated with lower levels of product diversification of their investee firms. This suggests that nominee directors in large Japanese corporations see themselves representing specific interests and therefore investors should pay attention to board composition in order to assess the level of protection they can expect to receive. Even without any apparent agency problem with management, there remains …
Ownership Structure, Investment Behaviour And Firm Performance In Japanese Manufacturing Industries, Eric Gedajlovic, Toru Yoshikawa, Motomi Hashimoto
Ownership Structure, Investment Behaviour And Firm Performance In Japanese Manufacturing Industries, Eric Gedajlovic, Toru Yoshikawa, Motomi Hashimoto
Research Collection Lee Kong Chian School Of Business
Using data spanning the 1996-98 fiscal years of 247 of Japan's largest manufacturers, we empirically evaluate the extent to which a firm's investment behaviour and financial performance are influenced by its ownership structure. To do so, we examine six distinct categories of Japanese shareholders: foreign investors, investment funds, pension funds, banks and insurance companies, affiliated companies and insiders. Our findings strongly indicate that the relationship between the equity stakes of a particular category of investor and a firm' s financial performance and investment behaviour is considerably more complex than is depicted in simple principal-agent representations. Such a result emphasizes the …